- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Green Equity Investors V, L.P.	2. Issuer Name and Ticker or Trading Symbol WHOLE FOODS MARKET INC [ WFMI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 2000	3. Date of Earliest Transaction (MM/DD/YYYY) 2/11/2011
(Street) LOS ANGELES, CA 90025 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/11/2011	⁽¹⁾	S		534495 ⁽²⁾	D	$59.7078 ⁽³⁾	14115364 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	D
Common Stock	2/11/2011	⁽¹⁾	S		160331 ⁽⁷⁾	D	$59.7078 ⁽³⁾	4234153 ⁽⁴⁾ ⁽⁵⁾ ⁽⁸⁾	D
Common Stock	2/11/2011	⁽¹⁾	S		5174 ⁽⁹⁾	D	$59.7078 ⁽³⁾	136624 ⁽⁴⁾ ⁽⁵⁾ ⁽¹⁰⁾	D
Common Stock	2/14/2011	⁽¹⁾	S		443341 ⁽²⁾	D	$59.6013 ⁽¹¹⁾	13672023 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	D
Common Stock	2/14/2011	⁽¹⁾	S		132988 ⁽⁷⁾	D	$59.6013 ⁽¹¹⁾	4101165 ⁽⁴⁾ ⁽⁵⁾ ⁽⁸⁾	D
Common Stock	2/14/2011	⁽¹⁾	S		4291 ⁽⁹⁾	D	$59.6013 ⁽¹¹⁾	132333 ⁽⁴⁾ ⁽⁵⁾ ⁽¹⁰⁾	D
Common Stock	2/15/2011	⁽¹⁾	S		399323 ⁽²⁾	D	$59.3130 ⁽¹²⁾	13272700 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	D
Common Stock	2/15/2011	⁽¹⁾	S		119784 ⁽⁷⁾	D	$59.3130 ⁽¹²⁾	3981381 ⁽⁴⁾ ⁽⁵⁾ ⁽⁸⁾	D
Common Stock	2/15/2011	⁽¹⁾	S		3865 ⁽⁹⁾	D	$59.3130 ⁽¹²⁾	128468 ⁽⁴⁾ ⁽⁵⁾ ⁽¹⁰⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	Not applicable.
( 2)	Represents shares sold by Green Equity Investors V, L.P. ("GEI V").
( 3)	This transaction was executed in multiple trades at prices ranging from $59.46 to $59.99. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 4)	GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, the manager of Thyme Coinvest, LLC ("Thyme") and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
( 5)	GEI Side V and Thyme, as affiliated entities of GEI V, LGP, as the management company of GEI V and GEI Side V and the manager of Thyme, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the shares of Common Stock owned by GEI V, GEI Side V or Thyme (such shares, collectively, the "Shares") and, therefore, a "ten percent holder" hereunder.
( 6)	Reflects shares owned by GEI V. Each of GEI Side V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
( 7)	Represents shares sold by GEI Side V.
( 8)	Reflects shares owned by GEI Side V. Each of GEI V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
( 9)	Represents shares sold by Thyme.
( 10)	Reflects shares owned by Thyme. Each of GEI V, GEI Side V, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
( 11)	This transaction was executed in multiple trades at prices ranging from $59.40 to $59.80. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 12)	This transaction was executed in multiple trades at prices ranging from $59.11 to $59.64. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:
GEI V and GEI Side V may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, by reason of their collective right to nominate two persons to serve on the board of directors of Whole Foods Market, Inc. (the "Company") in accordance with the terms and conditions of a securities purchase agreement dated as of November 5, 2008, as amended, by and among the Company, GEI V, and GEI Side V.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Green Equity Investors V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025	X	X
Green Equity Investors Side V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025		X
GEI Capital V, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025		X
Green V Holdings, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025		X
LEONARD GREEN PARTNERS LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025		X
LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025		X
Thyme Coinvest, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025		X

Signatures
/s/ Cody L. Franklin as Attorney-in-Fact for Jonathan D. Sokoloff, Manager of GEI Capital V, LLC, the general partner of Green Equity Investors V, L.P.		2/15/2011
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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